MERCER INTERNATIONAL INC.
For the period ended Jun 1, 2026. Filed Apr 21, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 1, 2026 · Filed Apr 21, 2026
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
| Filed by the Registrant | ☒ |
|---|---|
| Filed by a party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
|---|
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The 2026 Annual Meeting (the "Annual Meeting") of shareholders ("Shareholders") of Mercer International Inc. (the "Company") will be held at Suite 1120, 700 West Pender Street, Vancouver, British Columbia, Canada, V6C 1G8, on June 1, 2026 at 10:00 a.m. (Vancouver time) (doors open at 9:30 a.m. (Vancouver time)) for the following purposes:
To elect nine directors to serve until the 2027 annual meeting of Shareholders;
To approve, on a non-binding advisory basis, the compensation of the Company's executive officers as disclosed in these materials;
To ratify the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2026; and
To transact such other business as may properly come before the Annual Meeting.
For those who are not able to attend in person, the Company is offering a virtual Shareholder meeting in which Shareholders may listen to the Annual Meeting, submit questions and vote online at: www.meetnow.global/MP7FK25.
Only Shareholders of record at the close of business on March 26, 2026 will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment, postponement or rescheduling thereof.
YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend our Annual Meeting in person or through the virtual meeting, we urge you to cast your vote and submit your proxy as promptly as possible by one of the methods below. Make sure to have your proxy card or voting instruction form in hand. You do not need to attend the Annual Meeting to vote if you submitted your proxy in advance of the Annual Meeting. A proxy may be revoked in the manner described in the accompanying proxy statement.
| By using the Internet at•www.investorvote.com/merc(for registered Shareholders)•www.proxyvote.com (for beneficial Shareholders) | By calling toll-free 1-800-652-VOTE (8683) within the United States, U.S. territories and Canada |
| By scanning the QR code provided in your proxy with your smartphone | By mailing your signed proxy or voting instruction form |
For further information on how to vote, please refer to the instructions on the accompanying proxy card and the accompanying proxy statement.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ William D. McCartney
William D. McCartney
Chairperson
April 13, 2026
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on June 1, 2026: Our proxy statement and our 2025 Annual Report to Shareholders are available at www.mercerint.com/investors/reports-filings/. Additionally, you may access our proxy materials atwww.proxyvote.com or www.investorvote.com/merc, a site that does not have "cookies" that identify visitors to the site.
PROXY STATEMENT
TABLE OF CONTENTS
| Notice Regarding Forward-Looking Statements | iv | HUMAN RESOURCES COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 41 | |
|---|---|---|---|---|
| Non-GAAP Financial Measures | iv | |||
| PROXY STATEMENT SUMMARY | v | INDEPENDENT COMPENSATION CONSULTANTS | 41 | |
| Annual Meeting Information | v | REPORT OF THE HUMAN RESOURCES COMMITTEE | 41 | |
| Annual Meeting Agenda and Voting Recommendations | v | COMPENSATION DISCUSSION AND ANALYSIS | 42 | |
| Snapshot of Board Nominees | vi | Executive Compensation Objectives and Program Design | 43 | |
| Board Snapshot | vii | 2026 Compensation Updates | 44 | |
| Board Refreshment | vii | COMPENSATION OBJECTIVES, FRAMEWORK AND COMPONENTS | 45 | |
| Snapshot of Attributes of Director Nominees | vii | Objectives | 45 | |
| Corporate Governance Highlights | viii | Key Principles | 45 | |
| Fiscal 2025 | ix | Compensation Mix | 45 | |
| Executive Compensation Highlights | xii | Compensation Components | 46 | |
| Variable Pay at Risk | xii | Compensation Governance | 48 | |
| Selected 2026 Compensation Updates | xiii | Annual Compensation Process | 49 | |
| Advisory Resolution to Approve Our Executive Compensation | xiii | Target and Maximum Incentives and Realized Pay | 52 | |
| Independent Registered Public Accounting Firm | xiv | Short-Term Incentive Program | 52 | |
| GENERAL INFORMATION | 1 | Long-Term Incentive Program | 55 | |
| PROPOSAL 1 – ELECTION OF DIRECTORS | 3 | Individual Officer Performance Evaluations and Measures | 58 | |
| Nominees for Election as Directors | 5 | Compensation Risk Management | 58 | |
| Majority Voting Policy in Uncontested Director Elections | 10 | Variable Pay at Risk | 59 | |
| Board Snapshot | 10 | Summary | 60 | |
| Board Tenure and Refreshment | 10 | How the Committee Considered the 2025 Advisory Vote on Our Compensation Program | 61 | |
| Snapshot of Attributes of Director Nominees | 11 | |||
| Board Diversity | 11 | COMPENSATION DECISIONS AND OUTCOMES | 62 | |
| CORPORATE GOVERNANCE AND BOARD MATTERS | 12 | Fiscal 2025 | 62 | |
| Role of the Board | 12 | Fiscal 2025 Shareholder Returns | 65 | |
| Key Areas of Board Oversight | 12 | Fiscal 2025 Compensation | 65 | |
| Governance Guidelines, Code of Conduct and Other Policies Available on Our Website | 13 | Fiscal 2025 PSU Grant | 69 | |
| Vesting of Fiscal 2023 PSUs | 69 | |||
| Board Meetings and Attendance | 15 | EXECUTIVE COMPENSATION TABLES | 70 | |
| Affirmative Determination Regarding Director Independence | 17 | Summary Compensation Table | 70 | |
| Board Leadership Structure | 17 | Narrative Disclosure to Summary Compensation Table | 71 | |
| Duties and Responsibilities of the Independent Chairperson | 18 | Grants of Plan-Based Awards Table | 72 | |
| Executive Sessions | 19 | Narrative Disclosure to Grants of Plan-Based Awards Table | 73 | |
| Committees of the Board | 19 | Outstanding Equity Awards at Fiscal Year-End Table | 73 | |
| Risk Oversight | 23 | Option Exercises and Stock Vested | 74 | |
| Data Privacy and Cybersecurity Risk Oversight | 25 | Non-Qualified Deferred Compensation | 74 | |
| Corporate Social Responsibility | 26 | Non-Qualified Deferred Compensation Table | 75 | |
| ESG Oversight | 28 | Potential Payments upon Termination or Change of Control | 75 | |
| Talent Management Oversight and Succession Planning | 29 | Narrative Discussion on Potential Payments upon Termination or Change of Control | 76 | |
| Diversity, Equity and Inclusion | 29 | |||
| Our Director Nominations Process | 29 | Pay Versus Performance | 78 | |
| Board Size Considerations | 31 | Chief Executive Officer Pay Ratio | 81 | |
| Director Education | 32 | INFORMATION REGARDING EQUITY COMPENSATION PLANS | 82 | |
| Director Evaluation | 32 | Equity Compensation Plan Information | 82 | |
| Expectations of our Directors | 33 | PROPOSAL 2 – ADVISORY VOTE ON EXECUTIVE COMPENSATION | 83 | |
| Shareholder Engagement | 33 | PROPOSAL 3 – INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 84 | |
| Shareholder Communications with Board | 33 | |||
| Complaint Procedure | 34 | Ratification of Independent Registered Public Accounting Firm | 84 | |
| Shareholding Guideline for Non-Employee Directors and NEOs | 34 | Fees of Independent Registered Public Accounting Firm | 84 | |
| Review and Approval of Related Party Transactions | 34 | Policy on Audit Committee Pre-Approval of Audit and Permitted Non-Audit Services | 84 | |
| DIRECTORS' COMPENSATION | 35 | |||
| Directors' Compensation | 35 | REPORT OF THE AUDIT COMMITTEE | 85 | |
| Non-Employee Director Incentive Program | 35 | COMMONLY ASKED QUESTIONS AND ANSWERS | 87 | |
| Director Compensation Table | 36 | FUTURE SHAREHOLDER PROPOSALS | 91 | |
| EXECUTIVE OFFICERS | 37 | INTERNET VOTING | 91 | |
| SHARES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS | 39 | OTHER MATTERS | 91 | |
| Share Ownership of Certain Beneficial Owners | 39 | PROXY CARD | 92 | |
| Share Ownership of Directors and Executive Officers | 40 | |||
iii
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.